Venomous
by XX.SuperFan.XX
Summary: It's called a Symbiote. It bonds with its host in which a single entity is created. This one in particular was known as Venom; one of the most powerful and dangerous of all the Symbiotes. Tony had told Peter that it was dangerous and that he shouldnt touch it. But sometimes the kid just tries his best, and sometimes his best isn't good enough. - ON HIATUS -
1. Chapter 1

**Disclaimer: I do not own Marvel. Aww. :(**

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Peter bit the end of his pencil, anxiously eyeing the clock. The seconds slowly ticked by as the teacher droned on about fractions and square roots. Peter just wanted school to finally be over. Just one more class and he could leave.

"Peter, are you still with us?" Mr. Mathews asked from the from of the room.

"Huh?" Peter asked.

"What's wrong, Parker?" Flash mocked. "Can't solve a simple math problem? Pathetic!"

"Mr. Mathews asked you to solve the problem on the bored." Ned whispered next to him.

"Oh, uh… the answer would be 15 x over y."

"Very good, Peter." The teacher said before turning back to the board

Peter and Ned did their super-special-best-friend-fist-bump-of-amazing-awesomeness under the desks.

It was just a normal fist bump.

After another excruciatingly long hour the bell finally rang. Peter flinched back a little because his heightened senses made the bell seem much louder than it needed to be. Peter threw all his stuff into his backpack and darted towards the door.

"One moment, Peter. Stay back for a few minutes." Mr. Mathews said. Ned shot Peter a look of pity before trudging out the door to wait for him.

"Yes, Mr. Mathews?"

"I'd like to inform you that you grades are improving greatly."

"Oh, that's amazing!" Peter said. Ever since he had become spiderman his grades started slipping because he had no time for homework or studying. Ever since May found out he was spiderman she gave him a long list of rules to follow. Peter has to carry around the list of rules on him at all times or May throws a fit.

Rules:

Report when you are leaving and when you'll be back.

Report where you are going.

Report how dangerous it's going to be.

Report everything in general.

If it's dangerous, you don't leave without having Stark on speed dial.

All homework is to be done before patrol.

11:00 pm curfew. 11:30 if you want to test my patience.

No leaving NY city without my permission. Let alone the planet Earth!

Note: Failure to follow these rules will result in no electronics, no leaving the house, no friends, no visits to the avengers compound, and NO SPIDERMAN!

Needless to say Peter thought she took it really well.

Peter thought he owed his grades improving to rule number 6 on the list. Or maybe he owed his grades improving due to Mr. Stark threatening to cut all his funding for the school when they reported he might have to repeat the grade. His grades mysteriously started going up after that. Huh.

"-paying attention in class." Mr. Mathews finished. Peter looked up and realized that Mr. Mathews had been talking.

"yeah... " Peter nodded, pretending that he heard what Mr. Mathews had said.

"I mean you spend the entire class period staring at the clock, and then you dart out of the room like you have super important stuff to do."

"Well, I-"

"Not to mention that you spend most of the time watching Spiderman videos on YouTube under your desk. Seriously, what's up with that?"

"I don't-"

"Just do better, okay?"

"Yes, sir. Sorry, sir."

"You're a good kid, Peter. I know your smart. You just tend to overwork yourself sometimes, which results in you falling asleep in class and staring off into space."

"Thank you?"

Mr. Mathews nodded and waved his hand, signalling for Peter to go.

"Oh, and Peter?" Mr. Mathews called as Peter reached the door. "Have a great weekend."

"Thank you, sir. You too, sir." Peter said as he left.

Peter walked over to his locker and put his books away and grabbed his backpack. He shrugged on his coat and closed the locker door to find Ned standing right next to him.

"Dude! What happened in there? Did you get detention? Was he mad? Did he call May? Did he call Mr. Stark?"

"What? No, Ned! Why would he call Mr. Stark?"

"I don't know. You two kinda have this father-son thing going on, so I figured…"

"No, Ned."

"Okay. So about patrol tonight. I got this super old police radio and I fixed it up, so now we're all set!"

"Ned, it's Friday."

"So?"

"I have plans every other Friday, remember?"

"Plans? Oh… right… you get to-"

"Hi, losers. What's up?" MJ asked as she leaned against Peters locker.

"Oh hey, MJ." Peter said.

"You got any gum?" MJ asked. Before Peter could answer she grabbed Peters backpack and started to dig through it.

"Remind me again why you hang out with us?" Ned asked.

"Because you two losers would be dead without me." MJ said. "What the heck is this? It doesn't look like gum." MJ held up a small canister of white fluid. Peter quickly grabbed it and stuffed it back into his bag.

"That was my spare Web Fluid! You can't just grab it and hold it up high for everyone to see or everyone will figure out I'm you-know-who!" Peter hissed.

Ever since MJ figured out Peter was Spider-Man she has been a complete nightmare. She always shoots Peter looks whenever someone's talking about spider-man or the avengers, she keeps messing around with Peter's Web Shooters, and she even drew a picture of Peter as Spider-Man getting squashed by a giant fly swatter. Real supportive. It's a miracle she hasn't told the whole world about Peter being spider-man yet.

Peter sighed and started to zip up his jacket when his spider senses erupted. Peter wanted to react, but he knew he shouldn't, so he just let Flash elbow him hard in the back and knock him to the ground.

Peter moaned as he laid sprawled out on his stomach with his backpack laying next to him.

"Parker, how was your little chit chat with Mr. Mathews? Did he tell you what a horrible student you were?" Flash laughed.

"Leave him alone, Flash." Ned said as he gathered the contents of Peters backpack and MJ helped him off the ground.

"Shut up, I wasn't talking to you." Flash snarled before he turned back to Peter. "I heard you talking to him. 'Yes, sir, please don't give me detention, sir, I get special treatment because I have a fake Stark internship, sir'. You're such a pathetic suck up, Parker."

"Cut it out, Flash." Peter whispered.

"Make me!" Flash growled. He shoved Peter again, but this time MJ caught him and stopped him from hitting the ground. Flash jerked Peters backpack out of Neds hands and dumped its contents on the ground before turning on his heel and walking away.

"What a jerk." MJ said.

"You're just realizing that now?" Peter mumbled as the three of them picked up his things. Peter slung his bag on his shoulder and the three of them started strolling towards the exit.

"Don't you ever just want to push him back?" MJ asked.

"Yeah, you totally could." Ned added. "If I had your powers I'd stand up to him."

"With great power comes great responsibility." Peter quoted.

"Wise words. Obviously not yours. Who said that? Was it the Captain?"

"No, my uncle. It was one of the last things he said before he died."

"Oh." MJ and Ned said in unison. They both knew that Ben was a touchy subject. Peter always grew cold whenever someone brought up his death, but neither of them knew why.

The walked in silence until they got to the front of the school. A huge crowd was gathered around one of the vehicles.

"What's going on over there?" Ned asked.

MJ stood up on her tiptoes to get a better view and started snickering.

"There's a limo out front with a Stark Industries license plate! Know anything about that, spider boy?" MJ laughed.

"No… I told Happy not to use the limo." Peter groaned.

Every other Friday Happy would pick Peter up from school and take him up to the Avengers compound. Peter got to spend the entire weekend there before going back to Mays Sunday night.

Peter ducked his head and shuffled through the crowd to get to the car. Happy was leaning on the front talking into his phone.

"No, no, the boss said that if the plan falls under 15% to sell short…. That's what the boss said…. No, I'm not making this up! Why would I make that up?! ….. Boss doesn't care about that, he said to sell short if it falls under 15%... Hey! Language! …. No, I just said to- hang on, kids here. I gotta go…. Sell short!" Happy hung up his phone and nodded for Peter to get in the limo.

"Woah, woah hold on!" Flash shouted as Peter got in the car. "You don't really work for Stark, do you?" he asked Happy.

"Excuse me?" Happy growled.

"How much did idiot Parker pay you to drive him around and pretend to work for Stark?

"What?" Happy growled.

"Oh no." Peter whispered. He slowly slid into the car and shut the door, clicking the lock shut behind him. For a guy whose named Happy, he's anything but. After Happy yelled at Flash for accusing him for being fake he got into the car and slammed the door shut behind him.

"So you met Flash." Peter said as they drove away. Happy barely spared him a glance. "So, how are you today? I'm great. I got an A on my history report! Mr. Captain Rogers and Mr. Barnes helped me out a bit, which got me a lot of extra credit. I flunked my archery test in Phy Ed, though. Mr. Barton is gonna be upset about that. He spent so much time trying to teach me how to shoot and I failed anyway. I got In a little bit of trouble in math when I wasn't paying attention..." Peter continued to ramble on, talking really fast whenever he go exited. Happy listened patiently for about twenty minutes before getting annoyed and rolling up the divider.

Peter took that as a clue to stop talking so he whipped out his phone and opened up his news app.

Sighing, Peter wearliy glanced at the title of the Daily Bugles latest paper.

 **SPIDERMAN THE MENACE TEAMS UP WITH DOC OCK TO ROB BANK AND TERRORIZE INNOCENT CIVILIANS**

Peter felt like he was kicked in the stomach as he read the article. It couldn't be farther from the truth! Peter was trying to stop Doc Ock from robbing the bank, not helping him. And he was saving people while doing it! Peter bit his lip as he read it, his hands trembling so much he couldn't hold the phone still. Eventually Peter got out of the article and buried his face in his hands. Why does J. Jonah Jameson hate him so much? What did he ever do to him? All Peter ever did was try to help! Once he even saved Jamesons life, but did he get a thank you? No! All he got was an article about how Spider-Man "endangered" Jameson.

Peter bitterly deleted the article from his phone before shoving his ear buds in and leaned against the window, watching New York rush by. By the time the got to the compound Peter was still upset, but he put on a smile anyway.

"Okay, kid. The boss is inside."

"Thanks, Happy! We can talk more later!" Peter sang and he skipped to the building entrance.

"Can't wait." Happy groaned as he rolled his eyes.

Peter pushed open the door and skipped inside before bouncing into the elevator.

" _Hello, Peter. How was school?"_

"Hey, Friday!" Peter chirped. Peter had a fun conversation with Mr. Starks AI during the elevator ride.

The doors slid open and Peter ran out to look for his dad- his mentor! Peter ran out to look for his mentor.

Peter turned the corner and his enhanced hearing picked up on Mr. Stark talking to Dr. Banner.

"Bruce, hand me that thingy."

"This?"

"Yeah."

"What are you going to do with it?"

"I'm going to see how this symbiote thing reacts to heat."

"Tony! Dr. Strange told us that under no circumstances is any one to touch it!"

"I'm not going to touch it. I'm going to use that flame torch thingy to heat it up."

"No, Tony. It's dangerous."

"Come on… please? Pretty please with sugar on top? Science bros?"

"No, Dr. Strange said- Tony, your hand!"

"My, hand? What about my… ack! Get it off! Get it off!"

"WHY DID YOU TOUCH IT?!"

"JUST GET IT OFF!"

Peter ran into the lab just in time to see Mr. Stark and Dr. Banner slam the lid shut on a small back box and sigh in relief. The entire lab had tools laying all over and giant scorch marks crept over the table.

"Never… ever… EVER… do this ever again." Dr. Banner gasped. He adjusted his now bent glasses and rubbed his hands over his face, which was slowly changing from pale green back into his normal color. Dr. Banner turned around and leaned on the table, jumping back when he saw Peter standing in the doorway.

"Hey, Peter." Dr. Banner smiled. "How are you?"

"I'm great! How are you?"

"Well, the other guy just almost made an appearance because of someone's stupid idea."

"Traitor." Mr. Stark sniffed. Peter noticed that they were standing shoulder to shoulder and blocking his view of whatever they were working on.

"What's that?" Peter asked.

"What's what?" Mr. Stark said quickly.

"What were you guys working on that made you yell like that?"

"Its… its nothing, Peter, don't worry about it."

"It has to be something."

"Drop it, Peter. All you need to know it that this is dangerous. Stay away from it at all cost and don't ever touch it." Mr. Stark held up a shiny black container the size of a shoe box and held it out for Peter to look at. When Peter got a little closer he saw the lid was clear, and there was some sort of shiny black slime swirling around in it.

"Hypocrite." An obviously super annoyed Banner growled. "I'm sorry, that was mean. I shouldn't have said that."

"I'm not a hypocrite because I didn't touch it. That alien thing touched me!"

"Alien?!" Peter squealed. Mr. Stark paled and Dr. Banner glared at him.

"Now look at what you did." Dr. Banner huffed.

"That thing is an alien?! What planet is it from? Is it alive? What does it eat? Does it eat people?" Peter jumped up and down with excitement.

"I shouldn't have said that, Underoos. Just leave it alone, okay?" Mr. Stark said.

"But what if-"

"And if you don't we'll have a repeat of our little Spiderman parade that we did last time." Mr. Stark smirked.

"I'll leave it alone! I'll leave it alone!" Peter yelled.

Recently someone on the internet came up with a theme song for Spiderman. The last time Peter was here Mr. Stark followed him around the compound for the entire day blasting it on the speakers. It was so embarrassing. Not to mention it got stuck in his head after the fourteenth time. _Spiderman, Spiderman, does whatever a spider can._

Well, it could of been worse. Apparently, during the early days when the Avengers were just formed, Mr. Stark had programmed JARVIS to play "When Captain America Throws His Mighty Shield" whenever the captain entered a room. It went on for a month until Mr. Rogers threatened to smash every speaker he could find with his "mighty shield".

Peter skipped off to find a place where he could get his homework done while Mr. Stark and Dr. Banner went to lock up the alien thing. No one noticed when the alien stopped moving once Peter left, and no one heard the soft hiss it made.


	2. Chapter 2: Venom

Venom was having a bad day. It was trapped in a place that was to small when it just wanted to stretch. It wanted to do something. But it couldn't, because it was trapped. Trapped by the awful earthens in the colorful robes. Oh, how Venom wished it could get out and show these humans what it could do. But first it needed a host.

When the two colorfully dressed humans studied Venom, Venom was furious. They kept acting like Venom was below them! They had no idea the power Venom had! Venom thrashed against the box and glared at the pathetic beings.

"I don't know, Wong. Are we sure this is the best place to keep it?" one had said.

"The alien symbiote seems to be reacting badly in the presence of some of the relics." the other replied.

"So…"

"No, Stephen. I'm not sure this is the best place to keep it. We need to find a place away from here where we can temporarily store it."

"We'll need a secure location with a lot of security. Preferably guarded. And with someone we trust."

"What about Stark?"

"No, Wong. Please, anyone but him. Anyone!"

"Perhaps the Avengers could guard it for a while. Besides, Stark still owes you a favour."

"Wong, you know how much I hate asking for help. Asking that self-righteous jerk for help would just be degrading."

"Do you have someone better?"

"Yes, anyone would be better."

"Fine. But either we have to move the symbiote or some of the relics. You can choose which one we temporally store with Stark."

"What?! You can't be serious!"

Venom grew bored of their banter. He decided to study the humans before him. He reached out with his powers and looked into them. The one known as Wong was strong and smart, but he wasn't quite powerful enough for Venoms liking. The one known as Strange was very smart and incredibly powerful. Venom started to get excited, but then it looked deeper and noticed how strong-minded he was. Venom saw him encounter Dormammu again and again and again. No, Venom won't be able to use him as a host. Venom needs someone he can easily manipulate.

Unsatisfied with the humans Venom had been presented with, he stopped thrashing in his box and waited. Venom waited as Strange begrudgingly grabbed Venoms container and took it to a place known as the Avengers Compound. Venom waited as Strange explained to someone named Stark and someone named Banner not to do anything but lock it up, and especially not to touch it.

Venom grew restless and started thrashing against the container again. Not to get out of it, Venom could escape in a heartbeat if it wanted too. Venom just wanted to see how the humans reacted.

Venom studied at each human as he passed them, searching for a suitable host.

First he looked at the one known as Stark. Incredibly smart, but no powers. Same for the one known as Rhodey, and the one known as Sam, and the one known as Scott. No, Venom wanted someone with true powers.

Next he passed a girl with short red hair. Strong, intelligent, but too strong minded. Same for the one with the bow. They would be too hard to manipulate.

Venom passed a purple man in a cape, but had trouble reading him. Venom nervously slithered away when he noticed the infinity stone sitting in his forehead. No, that one wouldn't do, either.

Venom passed someone who they called "Captain". He was strong, powerful, yes… but it seemed like there was some disagreement going on between him and the one known as Stark. No, Venom needed someone everyone trusted completely.

Venom saw someone with a metal arm with similar powers to the one known as Captain. But it seemed like he was despised by Stark, plus, his mind didn't seem the most stable.

Next Venom noticed a girl with long red hair. She was… interesting. Strong... powerful… smart… she might be an option. However, her powers seemed to be like that of the mind stone. Venom doesn't like infinity stones.

Almost giving up hope, Venom wearily looked at the one known as Banner. It immediately ruled that one out when it determined Hulk would be to difficult to control.

Venom grew angry and threw himself around in his container. He was boiling with fury. Was there no one on this pitiful planet worthy enough to serve the Venom?! Venom thrashed around as Stark studied him. Then Venom heard something that made his anger rise like a volcano.

"I'm going to see how this symbiote thing reacts to heat." Stark said.

What!? This human was going to dare to try to hurt the Venom!? Venom had enough! It stretched and popped the lid off of his container. If Stark was going to try to hurt Venom, then Venom would return the favour! Venom latched onto Starks hand and began to creep up his arm. It started to head for Stark's heart. If he had to break the blue glowing thing to get to it, he would. Venom ignored the swatting hands of Banner and Stark as he crept along.

Then, suddenly, Venom paused. He heard footsteps running in the hallway. It sensed it was someone Venom hasn't met yet. Venom let the scientists peel him off and put him back into the box as it eagerly awaited the third party's arrival.

Venom was disappointed to see a smaller version of the humans rush around the corner; it was an earthen child. Venom reached out to sense the boy anyway but he had little hope. However, there was something different about this boy. Venoms interest was piqued as he looked deeper.

The boy known as Peter was powerful… strong… intelligent… young and naive… trusted by everyone…

In other words, the boy would be perfect.

Venom let himself be taken away and locked up, knowing that as soon as the older humans left Venom would escape.

Venom can't wait to meet the child known as Peter Parker.


	3. Chapter 3: A Day in the Life of a Spider

"Ha! Draw four!" Peter cheered as he laid down another UNO card. Bucky glanced at the card, up at Peter, back at the card, then at his own deck before tossing his many, many cards on the table.

"I give up. You win." Bucky sighed.

"Three to nothing! You owe me ice cream, Mr. Barnes." Peter cheered. "I mean, you don't have to if you don't want to. I'm okay with that. It was just a game…"

"No, kid. A deal's a deal. Loser buys the winner ice cream." Bucky sighed. If he were playing with anyone else, he would of been very, very annoyed about losing. However, this was Peter. The kids excited personality was contagious, and it was nearly impossible to be upset when he was around.

"Rocky road, please, sir."

Bucky rolled his eyes. No matter how many times anyone asked Peter to just call them by their names, he always insisted on saying "sir" or "ma'am".

"FRIDAY, order one tub of Rocky Road ice cream and charge it to my credit card."

" _Right away, James_."

"Want to play again? I also found Monopoly, Jenga, Upwords, and Life, so we can play one of those." Peter held up the games as he said their names.

"Kid, we've been playing board games for over two hours."

"Okay, then let's play the Wii. No offense, but you need a lot of practice in Mario Kart."

"Woah, now. You're the one who fired that flying shell thing at me, remember?"

"Yeah, but that's kinda the point of the game."

"You explain that now?"

Before the could start another game, however, they were interrupted by Clint jumping down from the air vents.

"YES! I win! In your face, Nat!" Clint cheered.

A second later Natasha came sprinting through the door.

"Shooting… explosive arrows… to distract me… is cheating…" Natasha panted.

"We never said it wasn't allowed, so technically I won the race fair and square." Clint said smugly. Natasha swatted him on the side of the head before storming away.

"How's my favorite crazy metal armed assassin and one of my favorite spiders doing?" Clint grinned as he rubbed his head. Bucky groaned at the nickname Clint had chosen.

"Were doing fantastic, Mr. Barton! We just got done playing UNO! Do you want to join?"

"Uh, no thanks spidey. Say, how did you do on that archery test?"

Peter frowned and looked down at his hands really fast. Mr. Barton was going to be so mad, or even worse, he'd be disappointed. Peter swallowed hard and took a deep breath.

"I… uh… I failed it." Peter shrugged. "I tried really hard and did everything you told me too… not that you aren't a great teacher! You were a perfect teacher! Like, really really really good. I just didn't do so well."

"Huh." Clint rolled his eyes; the kid was getting worked up again. Clint offered him his hand and pulled him up. "Alright, off your feet."

"Where are we going?"

"I'm going to bless you with some more of my _perfect_ teaching skills. Hear that, Nat? PERFECT TEACHING SKILLS. His words, not mine."

"Really?! Awesome! Will I get to use your bow this time?"

"Ha ha, no." Clint said as he all but dragged Peter down the hall. He popped his head into the lab really quick as they passed. "Hey, Tony! I'm borrowing your spider child!"

"I'm not his child!" Peter said quickly when they got to the training room.

"Sure you aren't." Clint deadpanned. "Just grab a spare bow and we'll get started."

Despite what Clint had said, he ended up letting Peter use his bow for a while. Peter got a little better (as in he nicked the side of the target once). Peter eventually switched to practicing with his web shooters as Clint used his bow.

The weekend was an amazing one. Peter loves whenever he gets a chance to stay at the compound. In Peters eyes they were all one big happy family. No one could resist cracking a smile when Peter tried (and failed) not to act like a starstruck fan sometimes. Like the moment Steve let Peter hold his shield, Peter almost fell out of his chair because he was shaking so hard from excitement. Or that other time when Bucky let Peter look at his metal arm Peter almost fainted. Or whenever Peter was around Bruce he would get excited and talk about his studies in Gamma Radiation. Bruce didn't mind, it was really nice to have someone who knew him because of his work, and not because of the big green guy.

On Saturday everyone burst out laughing when they saw Peter and Scott parading around in baggy white T-shirts that had "Bug Bros" written on it in big black letters. They even got one for Natasha, who surprisingly actually wore it. By the end of the day Scott and Peter had created secret handshakes, a secret language, and had a bunch of little meetings that they dragged Natasha around for. According to Scott and Peter the meetings were super secret matters of incredible importance for the Bug Bros only. According to Natasha they sat around the entire time under a fort made of pillows and blankets making bug themed puns.

Peter and Wanda tried to do their homework together, but it ended up in a race on who can finish theirs the fastest. And that somehow led to a paper airplane throwing competition. And that somehow led to a competition on who can turn their math assignment into the best origami bird. When Vision came to check on them over an hour later the were surrounded by origami birds, wore funny paper hats, had a lot of shredded paper floating around like confetti, and were fencing with rolled up pieces of paper. Bruce sat and watched them do their homework after that. They finished in about 15 minutes.

Peter had got to bombard Steve with a thousand questions concerning World War 2 and what life was like when he was a kid. Steve helped Peter with another history project he had to do for school before they went on patrol. Patrol was awesome! They met a couple bank robbers, and the Captain actually let him throw his shield! Repeating that! Peter gotta throw the Captains shield! Peter missed and ended up breaking the ATM matching, but that's besides the point. Peter offered to get it and was practical hugging it when he brought it back. Based on the extremely careful way he acted around it you would think it was made of glass, not the strongest metal known to man.

And of course Peter got to spend time with his da- his mentor! Mentor, definitely was going to say mentor.

Peter got to spend all of Sunday with Mr. Stark. Peter woke up really early in the morning so he could spend even more time with him. They had breakfast in the lab as they worked on their suits. Mr. Stark would help Peter with his newest Web Fluid design and Peter helped him out with his Iron Man suit. Peter tried to ignore the fact that be was actually working on the Iron Man suit with Iron Man because that was way too fantastic to even think about right now.

Of course, Mr. Stark didn't waste any opportunities to embarrass Peter a little bit.

"So, when are you going to introduce me to your girlfriend, MJ?" Mr. Stark asked.

"Hopefully never. And she's not my girlfriend."

And not to mention the many, many, MANY times Mr. Stark did this:

"Spider-Man! Spider-Man! Does whatever a spider can! Spins a web, any size! Catches villains just like flies! Watch out! There goes the Spider-Man!" Mr. Stark sang loudly.

"Why, Mr. Stark? Why?"

And let's not forget the few times Mr. Stark threw something at Peter to try to see his Spidey Senses work up.

"I think is we can calibrate the- ow! What the… did you just throw a screwdriver at me?" Peter asked.

"Yeah, did you feel anything?" Tony asked.

"Yeah, it hurt."

"No, I mean your Spidey Senses. Did you feel your Spidey Senses?"

"No, I didn't."

"Aww."

"..."

"..."

"Ow! Why?"

"Did you feel anything?"

"No. Enough with the throwing. Please?"

After they worked in the lab for a long time Mr. Stark took them to get hot dogs. Peter got to spend the whole day with Mr. Stark and he didn't want it to end. But It had to. So at the end of the day Peter slowly forced himself to pack up his room. He didn't have much to pack. Peter carefully folded his awesome Bug Bros t-shirt and put it in his backpack, on top of his suit. After that he put his homework and books in it. Peter walked over to the shelf where Mr. Stark got him a bunch of Star Wars Lego sets, and picked up the tie fighter to put in his bag to build with Ned.

Peter tossed his bag aside and went to get dressed and brush his teeth. He didn't notice the black symbiote slowly creeping along and sliding into his backpack…


	4. Chapter 4: A Spiderling at Home

"Where's your Bug Bros t-shirt?" Scott asked as he put his hand over his heart in mock offense.

"It would be way too obvious. I don't want people to know I'm Spider-Man." Peter replied and patted his back pack. "It's in here."

"Alright, well, I guess we'll have to postpone the next Bug Bros meeting till you come in a couple weeks."

"We have to wait two whole weeks? Oh no! Whatever will we do?" Natasha said sarcastically.

"Don't be such a grump, you love the Bug Bros! Admit it!" Scott teased. Natasha rolled her eyes and left.

"Say hi to Cassie for me." Peter said.

"Oh, I will. She's been begging to see her 'Brother-Cousin-Peter'. What does that even mean?"

"I don't know!" Peter laughed. He and Scott did their overcomplicated Bug Bros hand shake before he jogged over to where Happy and Mr. Stark were waiting.

"Bye, Mr. Stark!" Peter said happily. Mr. Stark gave him an awkward side hug and a pat on the shoulder.

"Yeah, yeah." Mr. Stark smiled as he patted Peters shoulder. "I'll see you in a few weeks. Or sooner if I decide to come embarrass you at school or something."

Peter rolled his eyes and slid into the car, waving goodbye to Mr. Stark.

.

"Alright, kid. We're here." Happy said, relieved.

"But I'm not done with my story!" Peter whined.

"You can finish your story about the time you did a jump in your roller skates next time I see you."

"I didn't do a jump in my roller skates, I did a flip on my skateboard!"

"Whatever."

"I'll text you the rest of the story later." Peter said as he slid out of the car.

"Feel free not too." Happy groaned.

Peter skipped to the apartment complex and rode the elevator up to Mays apartment. When he pushed the door open he was greeted by the smell of slightly burned chocolate chip cookies.

"May, I'm home." Peter called. He tossed his backpack into his room and skipped back to the kitchen.

"Peter!" May wrapped her arms around her nephew in a hug and kissed his forehead. "I've missed you. How was your weekend?"

"It was amazing!" Peter said and began to tell her about everything that happened. Well, Peter told her all the good parts. May pushed a glass of milk and a plate full of cookies in front of him and listened intently as he talked. She would nod her head and laugh here and there to show she was listening. When he got to the part about the Bug Bros May burst out laughing so hard her face turned red. Peter waited until she was done laughing and continued his story.

"Wow, Peter." May shook her head. "I'm wondering how crazy my life has become when I'm not concerned that you sparred with a Russian assassin."

" _Former_ Russian assassin." Peter corrected. "Besides, Nat would never actually hurt me."

"Oh, Peter. I'm so glad you had a good time. You know it always worries me when you go out on patrol, and I'm so grateful that you're friends with the Avengers."

"Yeah, well, they're a lot more normal than everyone thinks."

"Yes. Because why wouldnt aliens and robots and super soldiers be normal?" May rolled her eyes.

"I mean, they act normal."

"I know what you mean, Peter. But I swear, is anything ever happens to you I'm going to attack that Tony Stark with every metal spatula I have."

"May!"

"I'm just saying…"

Peter rolled his eyes and bit into one of May's cookies. It was burnt and tasted a little like sand, but Peter smiled and told her they were delicious. He forced himself to eat few more so that she wouldn't get her feelings hurt.

"I have a little work to do tonight, but lets watch a movie before I do it. You can choose the movie while I heat up some of my famous meatloaf."

"Okay! I love your meatloaf!" Peter lied.

Peter walked over to their small t.v. and got out Star Wars: A New Hope. Peter flicked on the tv. Just when he was about switch it to the movie playing channel he noticed the news was on mute. There was a picture of Spider-Man in the corner and J. Jonah Jameson was speaking. His heart pumping faster, Peter turned the sound up.

"-the masked menace strikes again!" J. Jonah Jameson said as he slammed his fist onto the table. "We have exclusive footage of a bank robbery that occurred Saturday afternoon. It shows Captain America heroically fighting the robbers, but then the Spider shows up and messes everything up. According to this unedited video, Spider-Man grabbed the Captain's shield and threw it into an ATM machine. Not only is this destruction of private property owned by the bank, but this is disrespect to the Avengers as well! What do we expect from the infamous super villain, Spiderman? The masked Menace is a danger-"

"Peter, you shouldn't be watching this." May said. Peter turned and saw her holding two plates of meatloaf and glaring at the tv angrily. Peter shifted his focus back to the tv and saw a video of him attempting to throw the Captain's shield but accidentally breaking the ATM machine.

"Its okay, May. I don't care what the Daily Bugle says about Spider-Man."

"Don't care?! Why wouldn't you care?! I care! Why, I oughta call up the Jameson guy right now and give him a piece of my mind!"

"No!" Peter jumped up to his feet. "May, you have to act indifferent about Spider-Man. If people find out you care about Spider-Man then they might find out that I'm Spider-Man then they might want to hurt me via hurting you!"

"Wow, dramatic much?" May said. She sat down and set their plates on the coffee table.

"Its just… I don't want anything bad to happen…"

"I know, Peter, I know. But J. Jonah Jameson has no right to speak about you that way. You've done so much for this city…"

"I know, May. I know. Can we please not talk about this?"

"Fine. All I'm saying is that it's okay not to be happy all the time. If something's bothering you it's good to talk about it. Holding it all inside will hurt more than it will help."

"Can we just watch our movie now?" Peter tried to change the subject.

"Alright." May patted the seat next to her. Peter sat next to her and turned on the movie.

"...you know that I didn't break the ATM machine on purpose, right?" Peter whispered.

"Shh. I know. I know." May said.

They watched the movie, but Peters mind was elsewhere. He couldn't stop thinking about the Daily Bugle. About Flash bullying him at school. About J. Jonah Jameson. Peter sighed and tried to focus on the movie, but failed.

Halfway through it Peter noticed that May fell asleep, so he flipped turned the TV off, put a blanket on May, set her glasses on the table next to her, and took the dishes into the kitchen. After he rinsed them and put them into the dishwasher Peter walked up stairs and threw himself on his bottom bunk. Peter glanced at the clock and saw it was only 10:00 pm; if he wanted too he could go on patrol for an hour, but he wasn't in the mood. He'll just work extra hard on tomorrow's patrol.

Peter crawled under his covers and fell asleep, once again not noticing the black symbiote creeping out of his bag and hiding on his desk.


	5. Chapter 5: The Venomous Spider

"Guy-in-the-chair to Spider-Man. That was awesome!"

"Thanks, Ned." Peter said as he dusted his hands off. He had just stopped a guy who was trying to steal a car.

"Spider-Man! Use my codename!"

"You know, the only person who ever listens to this is Mr. Stark. And maybe Miss Potts. But that's it."

"But what if someone hacks into to it?!"

"You mean like you are?" MJ asked.

"MJ! How'd you get on here?" Peter asked. Peter scurried up the side of a skyscraper and sat down on the roof to catch his breath.

"Ned invited me. I've been here the whole time." MJ said.

"Guy-in-the-chair!" Ned yelled. "And, yeah, I rewired an old video game headset. She can hear everything we say, and she can talk, but she can't see anything."

"And neither of you thought you should tell me?"

"No." MJ said.

"Sorry." Ned said at the same time.

"Its fine. Now we can all talk on here. That's cool. Ned, do you see anything else?"

"Nope. The streets are clean, Spiderman. Plus, it's the guy-in-the-chair. Not Ned."

"Good. I need to catch my breath." Peter gasped.

Peter leaned back and rested his eyes. Today had been a great day! He turned in all his assignments on time, got a perfect A on his test, and got to mess around with MJ and Ned. Flash took his books and threw them in the trash can, though. Flash also "accidentally" shoved him from behind and locked him in a locker. Peter was stuck there for an entire class period until Ned and MJ came to rescue him. That wasn't very fun. Peter was able to stop a robbery at the grocery store, but one of the robbers got away. That was disappointing. And of course his thought drifted toward Ben more than once. If only Peter had done something. He had his powers! He couldve stopped the guy robbing the store earlier that year, but he didnt. He was angry at the store owner and didnt do anything. And that cost Peter his uncle...

So, yeah... the day was great...

" _Excuse me, Peter."_ Karen's voice rang out.

"What the heck was that?!" MJ shouted. Peter shook his head and smiled as Ned started to explain to MJ that Karen was an AI and tried to describe how she worked.

"Yeah, Karen?" Peter said.

" _Happy Hogan has tried to contact you via your cellular phone_."

"Why would he call me? Maybe the Avengers have another mission for me!" Peter squealed. "Guys, I gotta go!"

"What, where are you going?" Ned asked.

"I need to call someone. I'll tell you about it later."

"Who are you calling?" MJ asked.

"Happy!" Peter said. He hung up on MJ and Ned and called Happy using the phone in his suit.

...One ring...

...Two rings...

...Three…

"Hello?" Happy said.

"Hi, Happy! Karen said you tried to call me! It must be really important for you to call me… do the Avengers have a mission for me?" Peter shot out his webs and began to swing through the city as he talked.

"Oh… uh… no, kid, there's no mission."

"Oh, okay… then why you call?"

"Somethings missing from the compound. Boss in on the verge of a panic attack and we almost had a code green because Banner panicked when it was gone."

"Oh no! Is everyone okay? Do you need me to come over? I might be able to help! I once got the Hulk to turn back into to Dr. Banner because I told him a joke that was so funny that he-"

"Don't worry, kid. Everyone's fine. You don't need to come. I was just wondering if you've seen it."

"Oh... What did they lose?"

"I couldn't find out much before the boss started having a panic attack, but I think they called it a Symbiote…"

"Symbiote… symbiote… I've heard that before! I know I have! What does it look like?"

"Um… I think they said it was small…"

"Wait, was it the alien thing that Dr. Banner and Mr. Stark were working on?"

"What alien thing?"

"The thing Mr. Stark said is super dangerous."

"I sure hope it's not." Happy groaned.

"Sorry, Happy. I haven't seen it."

"Okay, maybe that's a good thing. If you hear anything about it, don't try to apprehend it. Call us and we'll send someone to take care of it."

"Okay, but did you say Mr. Stark is having a panic attack? Are you sure he's okay? Because I read online that-"

"He's fine, kid."

"Okay, maybe I should just come over anyway…"

"No, kid, don't come over. You might get in the way."

"But I could help!"

"No, peter."

"But-"

 _Click._

Happy hung up.

Peter sighed and swung down to the alleyway where he left his backpack. He suddenly didn't feel like going on patrol anymore. Peter slowly made his way home; Happy's words echoed through his head. _You might get in the way._ Is that really how Happy saw him? A nuisance? No, Happy was just stressed. After all, Peter has proven time and time again that he's a valuable asset to the team… right?

Peter climbed through his bedroom window and slid it shut with his foot. He scurried across the ceiling and dropped down before changing out of his suit into some grey sweatpants and a black Stark Industries T-shirt.

"Peter? Is that you?" May asked as she stepped inside Peter's room.

"Yeah, May. I'm back a little early today."

"Are you alright? You seem really disappointed."

"I just…" Peter sighed. What was he supposed to say? 'Oh, I'm fine, May. I just keep getting bullied in school and I can't do anything about it because I can't reveal that I'm spiderman. Also I let a robber get away, and lets not forget the the Daily Bugle made ANOTHER horrible article about Spider-Man. Not to mention that apparently an Alien is on the loose, and it Happy thought I had something to do with it, and he thought I'd get in the way if I tried to help. Oh, and by the way, I was responsible for Ben's death, and I still haven't completely forgiven myself for that.'

Instead Peter just smiled and said, "I'm fine. Just a little tired, that's all."

May gave him a suspicious look but didn't argue. "Alright… I'm making homemade spaghetti for dinner so get excited!" May winked before heading to the kitchen.

"Great…" Peter groaned. Maybe he should call Mr. Stark just to make sure he's okay… but he probably won't answer. Maybe he should call Mr. Colonel Rhodey to make sure Mr Stark was alright, or he could call Miss Potts. Peter just hoped that Mr. Stark was okay. He wanted to know if-

" _Hello, Peter."_ a soft, quiet voice hissed.

"Ack!" Peter leapt up and landed on the ceiling. Peter glanced around, but didn't see anything. He waited a moment, but there was only silence. "Hello?" Peter called, his heart thumping in his chest. "Who are you?"

" _I'm a friend, Peter."_

"Yeah, that's not vague at all." Peter said as he lowered himself back down and began to poke around his room. "Why didn't my Spidey Senses go off with you?"

" _Spider senses? Oh, you mean your advanced warning function!"_

"Uh… I guess?"

" _I'm not sure. I believe they don't work because my powers may be blocking them."_

"I'm sorry, it's really weird to talk to nothing. Can you come out, please?" Peter asked. For a few minutes there was silence. "Um, Mr. Mysterious Voice Guy? Are you there?"

" _I'm afraid I do not understand your request. You would like me come out of what?"_

"Wherever your hiding."

" _But I'm not hiding, Peter."_

"Then where are you?"

" _I'm sitting in plain sight."_

Peter stood back and looked around his entire room. Sitting in plain sight? What does that mean? Peter glanced at his backpack, his bunk bed, his lego set, his Spider-Man suit laying on the ground, his black felt pen laying next to his open math textbook, his completed homework, his… wait… Peter doesn't own a black felt pen…

Peter walked over and picked it up; it was surprisingly heavy. Peter looked at it closer, and noticed it all seemed to be moving. It was solid but looked like it was made of some sort of black liquid.

"C _ongratulations, Peter. You found me."_

"You're… you're a pen?"

" _Don't be silly, Peter."_ The pen suddenly collapsed, looking like it was melting, and wrapped itself around Peters hand. " _That was just one of my many, many forms_."

"You're a shapeshifter?!" Peter squealed. "That's awesome dude! How do you you do that?!"

" _You're smart. I'm sure that with time you'll understand. Soon enough you might even be able to shift with me, if you want."_

"Really?! That's awesome!" Peter grinned, but slowly his smile turned into a frown as realization washed over him. "Wait… you're not that symbiote thing that Mr. Stark and Dr. Banner were looking at, are you?"

" _Symbiote. I suppose you may call me that, but you must understand that that's just my species. I am a symbiote, like you are a human. But I do have a name. The call me Venom."_

"Venom? Really? Like on your birth certificate it says Venom? Your parents must have been really weird." Peter said. "But I'm not allowed to be near you. I shouldn't be talking to you."

Peter grabbed Venom of his wrist and carefully set it on the dest.

" _Oh, but I've been just so, so lonely. It's so good to have someone to talk to."_

"I'm sorry, but I need to listen to Mr. Stark. I'm going to have to call Happy to report you."

" _But if you do that they'll be so angry with you."_ Venom snarled.

"What do you mean?" Peter worriedly looked up from his phone mid-dial.

" _Mr. Stark told you not to touch Venom. How would he feel to know you took Venom away from him?"_

"Okay, first: please don't talk about yourself in the third person. Its creepy. Second: I did not steal you."

" _Sure you took Venom. Venom only left to find you, Peter. That makes me leaving the Avengers Compound your fault. Not to mention you just told Happy you had no idea where I was. He'll think you lied to him. The Avengers will be so, so mad and disappointed to know that you helped me escape. They might even kick you off the team. You better not tell them. Let me help you!"_

"How did you know about my conversation with Happy? You know what? I don't care. You're just trying to get in my head. I'm calling Happy." Peter said as he finished dialling Happy number. Venom sat quietly and waited.

 _One ring._

Click. Happy picked up. That was fast.

"Hey, kid. This better be good. I'm busy and I don't need you wasting my time right now."

Peter lowered his phone from his ear and stared at Venom. Maybe this wasn't a good idea. Maybe Venom was right.

"Hey, Peter, you there?"

Peter stared at his phone. He didn't know what to say.

"Peter, I've never thought I'd have to say this, but say something."

Peter slowly put the phone to his ear and swallowed hard. "Uh… hi Happy…"

"Kid, make this quick."

"Um… uh… I, uh…" Peter stammered. "I gotta go. I called you on mistake. Bye."

Peter quickly hung up the phone and tossed it aside.

" _Wise choice, Peter. I can tell we're going to be great friends."_

Peter glanced hesitantly at Venom.

" _Allow me to show you what I can do."_

 _._

.

Happy frowned at the phone in his hands. That was odd… the kid was acting so weird. Maybe something happened at school.

Happy groaned, he didn't have time for this. He made a note to call Karen about Peter, and left to go talk to boss.

.

.

" _Allow me to show you what I can do."_

Peter hesitantly sat down in a chair next to his desk.

"I don't know." Peter said. "They said your dangerous."

" _Dangerous? Why would I ever hurt you, Peter?"_

"I don't know. Just tell me this: are you an E.T. type alien or an Independence Day type alien?"

" _I don't understand."_

"Are you a good guy or a bad guy?"

" _There is no good and bad. Only actions and justification."_

"That's exactly what a super villain would say!"

" _I only want to help. Let me prove it to you."_

"How?"

" _Let's go on patrol together."_

"How would I take you on patrol?" Peter shook his head. He looked back at Venom and jumped back in surprise. "What the heck?!"

" _Will this do, Peter?_ " Venom asked. Venom had shapeshifted again. Now a black version of Peters spider suit laid on the desk. Peter picked it up and looked it over; if it was red and blue it would be an exact copy of the Spider-Man suit Mr. Stark made him. It even had its own web shooters with a slot to put his web fluid in.

"That. Was. Awesome!" Peter grinned.

" _Let's go on patrol for a little bit."_

"Yeah!" Peter squealed. In the blink of an eye Venom shot forward and completely covered Peter in the suit. As soon as the suit was over him Peter felt… different. Not in a bad way, but in an exciting way. He felt like there was a new power flowing through his veins, as if he could do anything. The feelings of being unwanted and sadness were suddenly gone and replaced with energy and power.

"I. Look. Awesome!" Peter cheered as he glanced in the mirror. "May! I'll be back soon!"

Peter jerked open the window and lept outside. Mid-fall he shot out a web and started to swing around the buildings.

"THIS FEELS AMAZING!" Peter screamed as the new power rushed through his veins. "I feel like I just drank a hundred million bajillion bottles of coffee! The caffeinated stuff; not the decaf stuff."

" _I'm glad you think this is awesome, Peter."_

Peter grinned as he climbed to the top of a building and stared at the busy New York traffic. Suddenly a loud siren rang out as a police car chased a motorcycle that was speeding throughout the streets.

"Something interesting!" Peter smiled as he sang through the streets in chase of the motorcycle. "Stop in the name of the law!" Peter called as he got closer.

The guy on the motorcycle turned and started shooting at Peter. "Hey, uncool dude!" Peter said as he dodged.

Peter swung down next to the biker and kicked him off. The man stumbled to his feet and darted into an alleyway.

"You have the right to remain silent!" Peter shouted as he webbed the ground and tripped the guy. The guy turned really fast and threw a punch to Peters face, which he easily dodged.

"Anything you say can and will be used against you in court!" Peter shouted. The guy attempted to kick Peter, but he caught his foot and flipped him onto his back.

"Shut it, or I'll squash you like the bug you are!" The man growled as he lunged for Peter.

"Aww, now that's just hurtful." Peter groaned. Peter brought his arm up and hit the guy in the chest. Too hard! The man flew back and crashed into the wall before collapsing to the ground.

"What just happened?!" Peter cried. He rushed over and knelt next to the man. Peter rested his finger on the man's next and breathed out in relief when he felt the heartbeat.

" _That was a small example of the unlimited power I contain."_ Venom hissed.

"But we just hurt him!"

" _Why would you care?"_

"Because it's wrong!"

" _I told you, wrong and right are just labels that people put on things to make themselves feel better."_

A cop cap pulled up and Peter took that as a signal to leave. He lept onto a building and ducked behind a ledge.

"Listen, Mr. Venom, If your going to stay then were not going to hurt anyone, okay?"

" _...alright, Peter..."_ Venom said softly.

"Okay, good. We have an understanding."


	6. Chapter 6: Anger is a Powerful Thing

"Sorry, but I can't take you." Peter apologized.

" _Why not?"_ Venom hissed.

"Because I can't wear a black spiderman suit to school. I don't want anyone to get suspicious." Peter pulled on his grey t-shirt and turned back to Venom. Sitting where Venom once was was a black hooded jacket.

" _Would this form be better?"_

"Shape shifter. Right." Peter slipped on the jacket and glanced in the mirror. "Hey, uh… Mr. Venom? It's a little big. You think you could make it fit me better?"

" _No._ " Venom stated bluntly.

"Oh, uh, okay. That's okay." Peter laughed at the baggy fabric that hung just above his thighs. He rolled up the long sleeves so they weren't covering his hands.

"Bye, May!" Peter called as he ran out the door and jogged to school.

"Dude, what the heck was that?" Ned popped up next to Peter once he got to the school gates. "What was what, man?"

"You totally ditched MJ and I the other night. What happened?"

"Oh, something came up."

"It better have been good, loser." MJ said as she started walking next to them.

"I got a phone call." Peter said. He didn't know why, but he started feeling really annoyed.

"Really, who?" Ned asked.

"Happy."

"Happy Hogan? Like Iron Man's friend Happy?" Ned asked.

"What did he want?" MJ asked.

"Nothing." Peter groaned. He was getting more and more annoyed at the second. He was started to feel angry, nay, furious, and he didn't know why.

"He had to want something." MJ said.

"I don't have to explain myself to you two!" Peter screamed. He banged his fist against his locker, hitting it hard enough to dent it a little. Peter clenched his fist and glared at MJ and Ned. Peter took a step back when he saw how terrified they looked.

"P-Peter," Ned stammered, wide eyed.

"I am so sorry." Peter put a hand to his mouth. "I shouldn't have yelled. That was uncalled for. I-I-I don't know what came over me."

"Seriously, what's up with you?" MJ asked. "Are you feeling alright?"

Something definitely was wrong if MJ was concerned. At first Peter didn't believe his ears. "MJ" and "concerned" were not two things that went together. But worry was etched all over her face.

"I'm fine. Probably just a late night. That's all." Peter shoved his hands in his pocket and hurried off, leaving two confused friends watching him go.

Peter walked through the entire day quietly. He found out that small things seemed to upset him and he would get worked up about everything. Peter bit his cheek and kept clenching and unclenching his fist through the beginning of school. He didn't talk to MJ, he didn't goof off with Ned, and he didn't offer to answer any questions in class.

When the bell rang for lunch Peter slowly walked down the hall without saying anything. Ned and MJ were waiting for him outside of class. Peter walked right by, not noticing them. They had to jog to catch up with him.

"Hey, buddy, you feeling alright? You haven't been acting like yourself." Ned asked.

"Huh?"

"Neds right, loser." MJ said. "What happened last night that made you all weird like this?"

"Nothing happened!" Peter snapped. Before anyone could say anything else, they were interrupted by Flash.

"Yo, Parker! Where did you get that dorky jacket? Did a homeless guy throw it out or something?" Flash mocked.

"Stop it, Flash." growled Peter.

"I do what I want, Parker!" Flash spat as he grabbed Peters shoulder and slammed him against the locker.

"I'm not in the mood for you today, Flash. Don't test me."

"Ooh, little Parker and his empty threats. I'm so scared." Flash said sarcastically before putting a serious expression on his face. "You're so pathetic, Parker. No wonder you're parents ditched you first chance they could. They went out and died just so that they could get away from you. You're entire family is made up of pathetic Parkers. You're parents were so-"

And that's when Peter did it.

He punched Flash.

Right in the mouth.

Flash was tossed back and slammed against the locker.

"What the-" Flash scrambled back and put his hand to his mouth, surprised to see the blood dripping from it. "You really are a freak."

"Leave. Me. Alone." Peter growled. He stood over Flash and glared at him as he clenched his fists.

"You want to fight, puny Parker?" Flash pulled himself to his feet and glared at Peter.

"I'd love too." Peter growled. He could feel his heart pounding in his chest. Flash went to far this time; how dare he bring up Peters parents? Who was Flash to talk about them like that? Who was Flash to bully Peter!? Who was Flash to bully anyone!? He thought he was so cool, well he wasn't! He was just a bully! Peters heart thumped faster and then… then it was like something inside him snapped.

Flash lunged towards Peter, who easily dodged. Peter turned and grabbed Flash by by his collar and flipped him onto the ground. Peter stepped forward with his fist raised and-

"Peter!" MJ snapped. "Stop it!"

"Why!? You guys heard what he was saying, he doesn't-"

"Peter!" MJ yelled. She grabbed his shoulder and turned him to face her before slapping him across the face. "Snap!" MJ slapped him again." "Out!" She slapped him again. "Of!" Again. "It!" Again.

"Ow…" Peter stepped back and rubbed his jaw. Who knew MJ could hit so hard? "Why did you-"

"SNAP OUT OF IT, PARKER!" MJ yelled as she grabbed Peters shoulders and shook him as hard as he could.

"MJ, MJ, you're overdoing it." Ned said as he pulled MJ away.

"What was that for?" Peter put his hands out in front of him in case MJ tried to slap him again.

"You need to snap out of it!" MJ pointed a accusing finger in his face as Ned tried to drag her away.

"What?" Peter said. All the anger suddenly disappeared and Peter felt like he could breathe again. "What happened?"

"You really are a freak, Parker." Flash grunted and brought all their attention to him as he stumbled to his feet.

"Oh my gosh! Did I do that? I am so so so so sorry, Flash. Let me help you." Peter reached forward and offered Flash his hand.

"Get away from me, freak!" Flash shoved Peters hand away and lept to his feet. "I'm telling! I hope you enjoy being expelled. You'll have more time for your fake Stark Internship!" Flash ran away, presumably to tell a teacher.

"Did I just fight Flash?" Peter asked, bewildered.

"Yeah, dude. Are you okay?" Ned asked.

"I-I-I" Peter stuttered. What just just happened? Did he really just fight with Flash? He was just so angry. He felt like he wasn't in any control of his actions.

"Maybe we should take him to the nurse." MJ said quietly to Ned.

"If we take him to the nurse they'll find out about his super powers." Ned whispered. They were talking so quietly that if Peter didn't have super hearing he wouldn't have even heard them.

"Then what do we do?" MJ hissed.

"Uh… um… uh… where's his phone? Maybe we should call Mr. Stark. He'll know what to do."

"No!" Peter shouted. MJ and Ned both exchanged looks. "Don't call Mr. Stark!"

"Peter, listen." MJ said slowly. "You aren't well. Why don't we skip lunch and step outside real quick and-"

"Mr. Parker?" A voice rang out. The three turned to see Principal Morita standing with his arms crossed next to a smirking Flash. "Will you come with me, please?"

Peter blinked and stared at Principal Morita and Flash, then stared at Ned and MJ, back at the Principal and Flash, back to his friends. Principal. Friends. Principal. Friends.

"Did you hear me, Mr. Parker?" Principal Morita asked.

"...Um…" Peter blinked.

"Peter… say something…" Ned whispered.

"Mr. Parker!" the principle snapped.

"...Uh… I'm out!" Peter yelled. He turned on his heel and ran in the opposite direction without even thinking about it; ignoring Principal Morita calling his name. Peter ran outside and jumped over the school gates. He darted down the street before ducking into an alleyway. He scurried up a wall and hid on the roof.

"Oh my gosh. I just ran away from school!" Peter gasped. "Oh no no no no. There going to call Aunt May. I'm going to be grounded forever. I won't be able to visit the Avengers Compound!"

" _Don't worry about it._ " Venom hissed. " _You can do whatever you want._ "

"You!" Peter yelled. He glanced down at the black sweatshirt. "You're the reason I've been feeling off today! It's you, isn't it?"

" _Perhaps."_

"Mr. Venom! You should be ashamed in yourself! You know what? This isn't working. You have got to go." Peter whipped off the sweatshirt and attempted to throw it, but Venom back into its natural form and wrapped itself around Peters wrist.

" _Venom cannot leave! Venom did nothing wrong!"_

"Again with the talking about yourself in the third person. Stop it; it creeps me out. And you did do something wrong, you made me attack Flash! And you made me be mean to my friends!"

" _I did neither of those things! Venom just makes people have strong emotions. You must learn to control these emotions."_

"No! I'm sorry Mr. Venom, but you can't stay."

" _But I can give you so much power. You can use that power to save people. Are you saying that you don't want to save people? Do you think that ordinary people aren't worth your time?"_

"No, of course not!"

" _Well if you don't let me stay, that means you don't want power. If you don't want power that means you don't want to help people. It means that you only care about yourself."_

"But… but…"

" _Didn't someone once said 'with great power comes great responsibility'? Who said that?"_

"My uncle said that… Hey, how'd you know about that?"

" _Venom knows all."_ Venom hissed. " _How would your uncle feel if he knew you had the choice to gain enough power to save people, but you turned it down because you were to selfish?"_

"I dont know…"

" _What about your friends? What aout Mr. Stark? If I recall correctly, he and the other Avengers have put their lives on the line time and time again to save people they don't even know. What would they think if you got rid of me? What would they think if they found out how selfish you are?"_

"Fine! Fine!" Peter threw his hands up in the air. "You're right. You can stay. But if you stay were only going to help people. Not hurt them."

" _Alright…"_

Peter sighed and leaned against the wall. "Oh my gosh, I am so grounded forever!" Peter groaned. He just fought someone at school, and ran away from school… "Oh man… Mays gonna kill me."

" _She can't do anything to you. We're powerful enough to do what we want."_

"I have to listen to May."

" _No you don't. You need to help yourself. How can you help others if you cant even help yourself?"_

"Okay, Mr. Venom, please stop with the unnecessary advice now. None of it is really helping." Peter sighed. Peter sighed and dropped down from the building and walking down the street. He didn't say anything when Venom shapeshift into a baseball hat, he just set it on his head and made the long walk to his apartment.


	7. Chapter 7: Consequences

"Tony, I really think you should tell Strange." Pepper said nervously. Rhodey, Happy, and Pepper were all standing around Tony. He was lying face down on the couch and buried his face in a giant pile of pillows. If it wasn't for the situation they were in, she would be laughing at the childlike temper tantrum Tony had been throwing.

"Ughhhhhhhh." Tony groaned, his voice muffled through the pillows.

"Tones, it's not the end of the world." Rhodey sighed and rubbed his eyes. Tony shifted his position slightly so his eyes were visible from under the pillows and he glared daggers at his friend. If looks could kill…

"Oh, no, totally not a big deal." Tony said sarcastically. "It's not like an alien symbio-whatever escaped from my lab. And it's not like we have no way to track it. _Totally_ not a big deal."

"This is way above my pay grade." Happy moaned. Tony glared at him before burying his head in the pillows again.

"Tony," Pepper said.

"Can't hear you!" Tony sang. He tried to use a cheerful voice to hide how nervous he really was. They had been looking for the symbiote for two days with no luck. Tony felt like he was kicked in the gut; Dr. Strange had come to Tony for help and he messed everything up. He felt like such a failure. He's already had three panic attacks since Sunday, and now Rhodey and Pepper have been following him around everywhere to make sure he's okay.

The other Avengers have been trying to keep Bruce calm, so they havent been around Tony at all (Thank goodness for that. Tony's still not quite ready for them to find out about his panic attacks). They almost had a code green Sunday afternoon when they found out the alien was missing, and Bruce had been stressed ever since. Everyone has been bending over backwards to make sure he stays calm.

Tony buried himself deeper in the pillows. He felt useless. Useless Tony. He couldn't complete a simple task. He couldn't keep the alien locked away. He couldn't protect Yisen. He couldn't make a simple robot without it trying to take over the world. He could prevent the kid from fighting Toomes. He couldn't…

"-Stress has gotten worse." Someone was saying. There voices was muffled by the pillows, so Tony slowly sat up and looked around. The rest of his team was standing around him. Pepper was talking to Steve, Bucky and Sam were in the corner arguing about something, Bruce was nervously rubbing his hands together, Natasha and Clint were both giving him scrutinizing looks, and Scott just looked confused.

"Do you mind?" Tony said, drawing everyone's attention back to him. "I'm busy sulking here."

"Well, I hope you've finished sulking so that you can start looking for my symbiote." A voice range out. Tony jumped and looked behind him. Dr. Strange was hovering in the air behind him with his arms crossed.

"Oh, hey Mister Doctor." Tony smirked, smiling and pretending like everything was fine. Like he didn't just lose an alien.

"I gave you one job, Stark. Just the one!"

"Yeah, yeah," Tony waved his hand dismissively and strutted over to the fridge. He produced two six packs of root beer and held them out to everyone. "Thirsty?"

"Do you really not see how dire this situation is?" Dr. Strange glared as he lowered himself to the ground.

"Yeah, an alien got out of my lab." Tony said as he began passing root beers out to everyone. "We've dealt with aliens before. It's not the end of the world."

Behind him Rhodey threw his hands in the air with his mouth agape. " _Now he listens?"_ He whisper-yelled to Pepper. She just shrugged her shoulders.

"It was not just an alien!" Dr. Strange yelled. Tony involuntarily flinched back. Everyone pretended not to notice. "That was a symbiote. It searches and picks a host. It is super dangerous."

"Now you tell me about the host part?" Tony asks casually.

"Unbelievable. You are unbelievable." Strange groaned.

"Hey, I'm sorry, but it wasn't my fault. I did everything you told me to." Tony argued.

"You're wasting your time. He's never going to admit he did something wrong." Bucky said. "His egos way to big."

"That's enough out of you, Eyeliner." Tony said. "Besides, I'm going to get it back for you."

"How exactly do you plan on doing that?" Strange asked.

"Were the Avengers. We can do anything we put our minds to."

A groan arose from the entire group.

"Once again were fixing a mess Tony made." Natasha groaned.

"Wow. Betrayal, Romanoff. That.. that hurt." Tony rolled his eyes and smiled, because he didn't care what any of them thought of him. Really... he didn't… he doesn't spend anytime worrying about their opinions of him… at all… ever… so yeah…

"You better hope that we can find it before it finds a host." Dr. Strange growled.

"We?" Tony asked.

"Yes, we. I'm not going to trust you to find it on your own. Wong and I are going to be conducting our own search so that you don't mess this up. Again."

"Gee. Thanks." Tony rolled his eyes. "Anything else we need to know before looking for it?"

"Yeah. Don't touch it."

"How are we supposed to catch it if we cant touch it?" Clint asked.

"Not my problem right now." Dr. Strange said. He turned back to Tony and poked him in the chest. "You better fix this." And then he vanished.

"Well, shall we get started?" Tony smiled and took a sip of his root beer.

.

They all worked tirelessly the entire day. They took turns setting up perimeters and searching for it, looking through satellite footage, and scanning for heat signatures, but had no luck. Tony sighed and buried his face in his hands; they were getting nowhere. Late that afternoon they all gathered in the main room.

"I'll call Peter and see if he's seen anything." Natasha offered.

"No!" Tony shot up and grabbed the phone. Everyone exchanged surprised looks.

"Why not? We need all the help we can get." Nat asked.

"I don't want Peter involved in this. If he finds out its missing then he going to go looking for it, even if I tell him not to, and if he finds it… I just don't want him to get hurt. He won't care that it's dangerous, he'll try to help anyway."

"You're a little overprotective of your spider child, dontcha think?" Clint smirked.

"He's… not my child…" Tony stammered.

"Uh… boss?" Happy said, drawing all there attention to where he was standing in the corner. "I may have called the kid the other day to see if he knew anything."

"You what!?" Tony yelled. "How could you-"

" _Sir, you have a call coming in."_ Fridays voice rang out.

"Ignore it." Tony barked. "Why didn't you ask me before you called him?"

"I couldn't, you were having another panic attack." Happy argued.

"Panic attack? What about panic attacks?" Steve asked, confused.

"I-I-I… uh" Tony stammered.

" _Sir, the same caller is trying to contact you again."_ Friday said.

"Ignore it!" Tony snapped.

"Ever since Afghanistan you've told me not to bother you if your having a panic attack." Happy said defensively. "Only Mr. Rhodes and Ms. Pot-"

"Happy!" Tony screamed. Today was not his day. He did not need everyone knowing about his panic attacks. That was his business, and no one else's.

"What about panic attacks?" Steve asked again.

"I do not-" Tony lied, but was interrupted by Vision.

"By dictionary definition a panic attack is a sudden feeling of acute a disabling anxiety." Vision said.

"Tony, you have panic attacks?" Nat asked.

"N-no." Tony stammered.

"Friday, does Tony have panic attacks?" Wanda asked.

"If you answer that question I will make you talk in nothing but star wars quotes for the entire month." Tony growleded and glared at the hidden camera.

"Well that answers that question." Nat sighed.

"Okay, guys." Tony laughed awkwardly and forced a weak smile onto his face. "I do not have panic attacks."

"But-" Happy whipped around to face him and glared menacingly.

'Say anything and you are dead.' Tony mouthed.

" _Sir, the same caller has called you once again."_

"Oh, sorry guys. This call is really important. I have to take it. Answer it, Friday." Tony smiled and leaned against the wall. Steve shot Tony a look that said 'we are not done with this conversation'.

Friday answered the phone and muffled voices could be heard.

"He's not going to answer. Give up." A girls voice said.

"You don't know that. Third time's a charm." A boys voice said.

'I know that voice…' Tony though as he searched his brain for where he heard that voice before.

"Oh, he picked up!" The boys voice said. "Hello? Mr. Stark, sir?"

"Yello!" Tony said."Whose this?"

"Oh, uh.. Hey… This is Ned… Ned Leeds. I… uh…" The boy's voice drifted off.

"Ned, Peters friend?" Tony asked.

"Wait, you know who I am? That's awesome! But… uh… I wanted to talk to you about Peter, actually…" Ned said.

"Can you hang on one moment?" Tony frowned.

"Sure." Ned said.

Tony grabbed his phone and went out into the hall.

"Friday, transfer the call to my phone." Tony said.

"Aw, come on." Sam groaned. "We wanted to hear."

"To bad." Tony snapped. He brought his phone out to the hallway and shut the door before resuming the call. "Okay, kid. You still there?"

"Yeah, Mr. Stark. First off its so cool to talk to you, I mean this is like a dream come true. Oh, man! I can't believe I'm actually talking to _the Tony Stark_. This is so cool! I can't even begin to tell you-"

"Okay, you're done. Give me the phone" The girls muffled voice said in the background.

"Stark. I'm Michelle. I'm going to skip the formalities and cut right to the chase. Peters been acting strange and we can't get him to go to the nurse. What did you and your gang do to him?"

"Peters acting weird, how?" Tony tried to keep the worry out of his voice.

"He's not himself. He's distant and moody. He freaked out and attacked the school bully. Don't get me wrong, Flash deserved it, but it's so unlike Peter. And afterwards he didn't even know what happened."

"That's… odd…" Tony said. He wasn't even trying to conceal the way his voice quivered with worry.

"Yeah. And then he ran away from school when the principal was trying to talk to him."

"Do you know where he is now?" Tony asked quickly. If something happened to Peter…

"Yeah. We called his aunt. He went back there after he left school." Michelle stated. "I ask one last time Stark. What did you guys do to upset him do much? He's been acting funny all day."

"No one did anything. He was acting perfectly normal last I saw him... "

"Well you better think long and hard about it, Stark, because if he goes and does something reckless you'll regret it." Michelle growled and hung up the phone. Tony glanced at his phone and chuckled. He's never had an angry 15 year old girl hang up on him before. How did they even get his personal phone number?

However, what they said about Peter worries him.

"Friday, what has Peter been doing on patrol the past few nights?"

" _I'm afraid I do not know. Peter hasn't touched his spider suit since early last night."_

"That's odd." Tony said. He stuffed his phone into his back pocket and went back into the room where the others were. "Happy, will you please go and pick up my kid tomorrow morning and bring him to the compound?"

"I knew it!" Clint cheered. "He is your kid!"

Instead of arguing, Tony just smiled and shook his head.

.

.

.

"And the laptop."

Peter sighed and handed May his laptop. She already had his phone, and his tablet, and even the suit that Mr. Stark made him. The school had called and told her about the fight that he had with Flash and that he ditched school. Peter didn't really have an explanation, so he didn't have anything to tell May. He was grounded for two weeks and had detention for one week. He was only allowed to go to school, come home, do his homework, eat, and got to bed. He wasn't allowed to hang out with his friends.

"Are you sure you dont want to talk about it?" May asked. Peter shook his head and shut his bedroom door slowly.

He tossed down his backpack and sunk into his chair. He tried to do his homework but his mind kept drifting to other things. It took him over an hour to get an assignment done because he couldn't focus. Peter tapped his pencil against the table and stared at the rest of his books.

Eventually he just slammed them shut and stuffed them into his backpack. So what if he didn't get his homework done? Who cares? Peter threw his backpack on the ground and walked to the living room.

May had to run an errand so it was only him. Peter grabbed an apple and plopped on the couch. Peter grabbed the remote to turn on the tv, but hesitated. May told him he wasn't allowed to use any electronics, and that included tv. But then again, May wasn't here… But it would be wrong to go behind her back… but it's just a little tv, it's not a big deal… Peter shrugged and flipped on the tv.

He began scrolling through the channels, until something caught his eye. Peter groaned and turned on the news.

 **ATM Robbed. Masked Menace Known as Spider-Man Responsible?**

Peter felt his heart begin to beat faster in his chest and he started taking quick, short breaths as he became angry. All Peter ever does is help! J. Jonah Jameson and the Daily Bugle had no right to talk about him like that! Ugh! It's just so frustrating! The had no right! They should be talking about all the good he does for this city!

 _CRACK!_

Peter jerked his head up and was shocked to see his hand outstretched. There was a huge hole in the wall right next to the tv, and the tv remote was lying on the ground below it.

"What just happened?!" Peter gasped.

" _You chucked the tv remote at the wall. Did you enjoy your temper tantrum?"_ Venom mocked.

"Oh, be quiet!" Peter rushed over to check the hole in the wall. "No, no no no… Not good." He ran over and ripped a picture off the opposite wall and hung it up to cover the hole.

Peter heard a key being jiggled around in the front door and darted to his room. He dived under the covers on his bottom bunk and pretended to be asleep.

"Peter?" May came to Peters door and knocked softly. She came over and sat on the edge of his bed. "Hey, Pete. Are you awake?" May said softly as she nudged his shoulder.

Peter kept his eyes closed and pretended to sleep. He wasn't really in the mood to talk. May laid his blanket over him and tucked it under his chin before leaving and shutting the door quietly. As soon as she left Peter sat up and stretched his arms over his head.

" _Shall we go on patrol?_ "

"Augh!" Peter jumped up and smacked his head on his bunk bed. "Dont scare me like that!"  
" _Well, are we?"_ Venom hissed.

"No. May would kill me."

" _So you dont want to save people?"_

"That's not what I said."

" _May doesn't want you to save innocent people? That's pretty harsh."_

"She took my suit. What am I supposed to do?"

" _That doesn't matter. You haven't been using it recently, anyway."_

"I guess that's true…"

" _Come on, let go on patrol! May doesn't have to know!"_

"Umm…" Peter anxiously glanced at the door. What if May came to check on him and he wasn't here? She would be so mad!

" _Well?"_ Venom sounded impatient.

"Okay. Only one hour, though." Peter grabbed Venom (who was currently still disguised as a hat) and sat it on his head. In a matter of seconds Venom had completely transformed himself into a black version of Peters spider suit. "Alright!" Peter smiled. All of his worries about May being mad suddenly vanished. Peter slid open his bedroom window and lept out.

.


	8. Chapter 8: Family?

"Peter! School!" May called.

"Ugh…" Peter rolled over in his bed and rubbed his eyes. Despite what he had said, he ended up going on patrol until three in the morning last night. He lost his temper three times and almost severely hurt someone. Peter guessed he probably just had a cold or allergies or something else that was making him easily irritable.

Peter swung his feet off his bed and slowly got up. He tossed on a white Star Wars 'Han Shot First' t- shirt and a pair of jeans. Almost without thinking Peter grabbed Venom, who was disguised as a black baseball cap again, and set him on his head.

He slung his backpack over his shoulder and slowly trudged downstairs.

"Hey, is something wrong?" May asked. She looked Peters slouched shoulders and the way he was dragging his feet. He kept rubbing at his eyes, which had dark circles under them. "You dont look to good, Pete."

"I'm not feeling that great…" Peter grumbled. It wasn't a total lie, he _was_ tired from last night, but to be perfectly honest he felt amazing. He knew he looked horrible but he felt like he could run a marathon. Venom was giving him energy and a feeling of power whenever it was near him.

"Maybe you should stay home today." May put a hand to his forehead to check for a temperature. Peter moved away from her hand and slinked to the kitchen.

"I'm fine." Peter mumbled.

"No, your not. You look awful. You need to stay home today, okay?"

"Fine." Peter sunk into a chair and yawned.

May made him a glass of tea before sitting down next to him. "I have to work today, okay? You're temporary ungrounded from your electronics _only_ so you can call me if something happens."

"Okay."

"Get some rest." May leaned forward and kissed his forehead before leaving.

Peter smiled to himself once she left. A day off of school! Awesome! Peter made a big bowl of popcorn and grabbed a Coke. He plopped down on the couch and started watching a Star Trek marathon on TV. He got through four episodes before there was a small buzzing coming from the apartments door phone.

"Hmph." Peter rolled over and turned up the TV volume to drown it out.

It buzzed again.

And again.

And again.

"Ugh! Fiiiiine" Peter groaned. He turned off the TV and strolled over to the door phone.

"Parker residence. This is Peter talking." Peter said into the intercom as he pressed the 'speak' button.

"Kid, its Happy. Come down here."

"Happy?"

"Yes, I just said that. The boss sent me to pick you up."

Peter rushed over to the window and looked out. Sure enough, there was a Stark Industries limo parked on the curb. Peter ran over to the door phone and pressed the 'speak' button again. "One minute."

"Hurry it up. We dont have all day."

Peter grabbed his blue jean jacket and shrugged it on before stuffing his phone in his back pocket. May won't be home until 4:00, so as long as he's back before then she won't even know he left. Peter jerked open the window and lept out, landing a few feet away from Happy.

"Ah!" Happy jumped back when Peter appeared. "Would it be to much for you to use a door like a normal person?"

"Sorry." Peter rolled his eyes and climbed into the back seat. "Where are we going?"

"Avengers compound. Boss wanted to see you." Happy said as he slid into the driver's seat and began to drive away.

"Why?"

"Dunno. It none of my business."

"Hmm." Peter hummed thoughtfully and started scrolling through his phone.

Happy glanced up at the mirror. The kid was sitting back there doing something on his phone. Something definitely was off. Normally the kid would be talking nonstop; now he barely said a word.

"So… kid. How was school the other day?" Happy asked. Peter snorted and rolled his eyes.

"Fine." The kid didn't even look up at him.

"Is everything okay?"

"Yep."

"Dont you want to talk?" Happy asked after a moment. Now Peter did look up from his phone. He tilted his head and gave Happy a glare that almost made shivers run down his spine.

"Why?" Peter said sarcastically. "So you can listen to me until you get bored, then roll up the divider in the middle of my sentence? Lets just cut out the middle man now, shall we?" Peter leaned forward and pressed the button to activate the divider, causing it to roll up. Happy starred with his mouth agape at the divider. Yeah, something definitely wasn't right.

When they reached the compound Happy got out and opened Peters door. He slid out and walked into the compound without a 'thank you'. Happy watched him go before whipping out his phone.

 **HAPPY:** \- sent 10:38 -

You were right, Boss. The kid is not acting like himself at all. Something is wrong.

Tony felt his phone vibrate in his back pocket and took it out. He felt unsettled as he read Happy's text.

"Tony, is everything alright?" Steve asked as he put a hand on Tonys shoulder.

"Uh… I dont know." Tony glanced down worriedly at his phone. "Something's up with Peter."

"Is everything okay?"  
"What do you mean 'wrong'?"

"Whats with Peter?"

Multiple voices rang out at once. It would be nearly impossible to find someone who didn't love Peter Parker.

"I'm sure it's nothing." Tony smiled. "I just had Happy pick him up."

"Why?" Someone asked. Tony wasn't sure who.

"I wanted to see if he could help us with this symbiote problem." Tony lied. That was the last thing he wanted. He just wanted to make sure Peter was alright. Nat gave him a knowing look and smiled smugly. Tony guessed she knew exactly why he called Peter here.

Peter put his earbuds in and started listening to music as he rode the elevator, choosing not to have his normal conversation with Friday. He grabbed the front of his hat and pulled it down to partially cover his eyes.

The doors slid open and Petrer strolled out.

"Peter!" Tony stepped next to him and rested his arm over Peter's shoulders.

"Hey, Mr. Stark." Peter smiled weakly.

"How are you doing?" Tony asked.

"I'm fine." Peter nodded. He wondered why everyone kept asking him that.

"Are you sure?"

"Yep."

Tony glanced over at Peter. He wasn't his usual happy self. 'Fine' would not be the word he'd use to describe him.

"Come on, let's talk." Tony dragged Peter into the main room. "I just want to know how your doing."

"I told you, Mr. Stark. I'm _fine_." Peter said. He was slowly starting to get annoyed again. He just told Mr. Stark he was fine! Why was he asking again? Why couldn't he leave him alone? A couple of the others were standing a few feet away, pretending not to notice them.

"Do you want to talk about what happened at school the other day?"

"What happened at school?" Peter asked innocently.

"You got into a fight." Tony said.

"Wait, what?" Clint asked and hopped down from the air vents with a confused look on his face.

"Nothing, Legolas." Tony waved his hand dismissively before turning back to Peter. "Happy told me you weren't acting like yourself, and your friends called, and they said you were acting really strange… and…"

"Wait… they what!?" Peter asked. "Which one was it? Was it Ned? It was MJ, wasnt it? It was definitely MJ."

"Peter, they were just concerned. You aren't acting like yourse-"

"I am too!"

"See, you just interrupted me. You never interrupt. I rest my case." Tony said.

"Yeah, okay, can I go now?" Peter growled.

"Okay, Peter." Tony crossed his arms and tapped his foot impatiently. "You need to tell me what's going on with you right now, or-"

"No, I don't! You're not my dad!" Peter screamed and slammed his fist down on the table next to him. Tony flinched and stepped back as if someone physically hurt him. There was a collective gasp coming from behind them. "You're not my dad." Peter whispered. "And you certainly aren't Ben."

It was so silent you could hear a pin drop. No one said anything for a moment.

"You're right." Tony's voice cracked and he nodded his head quickly. "I'm not your dad. And I'm not your uncle. But I do care about you and I want to know what going on with you."

"Oh, now you care about me?" Peter said bitterly.

"What's that supposed to mean?" Tony asked, slightly miffed.

"You know exactly what its supposed to mean!" Peter snapped. He had all these emotions and feelings that he never knew he had. Every single thing that ever happened to him seemed to be so much more awful than he would have thought a while ago.

"Peter, I dont know what you're talking about. I do care about you. Everything I've ever done is to protect you."

"Oh, yeah, that's rich." Peter growled. "Were you protecting me when you took away my suit and I had to fight Toomes with nothing? Were you protecting me by completely ditching me after the fight in Germany? You just used me and then when I wasnt anymore use to you, you completely ignored me. And dont even get me started on what happened on Titan!"

"Peter…" Tony grew pale.

"You've done a perfect job of leaving me alone so far in my life, so I dont see why anything should be any different now!" Peter yelled. He turned on his heel and ran towards the door, only to be stopped by a hand on his shoulder. Peter whipped around to see Bruce with a concerned and confused look on his face.

"Peter." Bruce said. "I know you didn't mean any of that. Maybe if we all just rest a few minutes, and take a few deep breaths we can calm down and-"

"Oh, and you know everything about calming down, wouldn't you?" Peter snapped. "If you know everything about calming down, then why dont you do it? Or do you just like to turn into a giant green monster and killing hundreds of innocent people?"

Bruce jerked his hand away from Peter and took a step back like he had burned him.

"Peter!" Natasha snapped. Peter shot them a glare before turning and running from the room. He wasn't sure why he was saying any of this. He knew he should be feeling something along the lines of guilt, shame, or regret at the horrible things he was saying, but he didn't. He didn't feel anything; he felt numb. He everything was numb except for the anger. Horrible, furious anger boiling over, taking control of his mouth and actions.

He slammed the door behind him, leaving the Avengers confused.

"He's definitely not fine." Clint said.

 **.**

Peter ran on top of the roof tops, leaping from building to building. Peter climbed on top of an old apartment building and sat down. He pulled his knees up to his chest and buried his head in his hands. Somethings wrong. Somethings really really wrong. His heart was pounding hard in his chest and his hands wouldn't stop trembling. He wasn't feeling any regret or shame, only anger.

" _That was dramatic."_ Venom hissed.

"You were no help back there." Peter sighed. Venom wrapped itself around Peters arm. "You owe me, by the way. Did you see the screens to some of the computers? They're checking dimensional frequencies via satellite projection."

" _Which means?"_

"They're looking for you. I didn't tell them about you."

" _Who cares what they think?"_

"That's the point. Somethings obviously wrong. Usually I'd never, ever, ever say the horrible things that I said. And I dont know why, but I feel… good. I shouldn't feel this way! I should feel guilty, or ashamed… or… or something!"

" _You're upset because you're happy?"_

"Yes! Er… no… I mean… I dont know." Peter sighed and rubbed his temple. "Somethings just not right."

" _What you're feeling is power. It's greatness. Not feeling guilt is not a weakness."_

"I just got so… so angry!" Peter yelled and kicked an electrical box, ripping a hole in its side. "He was talking to me like he was Ben. He's not Ben! Ben's gone! Ben died because… because…"

" _Because why, Peter?"_

"Because of me." Peter sighed and deflated. "I... I was angry at the store owner, so when the guy robbed him… I didn't do anything. I had my powers at that point… but I just let it happen…. But then Ben did what I chose not to and confronted the robber, and he… he…"

 _"_ _Got shot?"_

"Yeah. That." Peter sighed.

" _It wasn't your fault._ "

"Oh, yeah? Than whose was it?" Peter asked.

" _It was the robber's fault."_ Venom hissed. Peter stiffened slightly. " _Think about it. Who actually killed your uncle?"_

"He did." Peter said.

 _"And where is he now?"_

"He's in prison." Peter said uneasily. "Forever."

" _But is that really enough punishment? He should pay. A life for a life."_ Venom growled. Peter hesitated for a moment, but… no, what Venom was implying would be wrong. It would be a whole new level of wrong…

"I dont think thats-" Peter started to say. Suddenly all his feelings about right or wrong disappeared. All he felt was anger; a vicious, boiling rage. Why shouldn't Ben's killer pay?

" _You were saying?"_ Venom hissed gleefully. Peter shook his head and tried to gather his thoughts. Every time he thought of something it fled his mind. All that he could think of was how angry he was.

"Let's go." Peter said and got to his feet.

" _We're too_?" Venom hissed enthusiastically.

"Seagate Prison."


End file.
